CENTOCOR BUYING BULK OF INVITRON ASSETS FOR $6 MIL.

Executive Summary

CENTOCOR BUYING BULK OF INVITRON ASSETS FOR $6 MIL. in a definitive agreement signed Dec. 12. The deal covers "patents, know-how and licenses to mammalian cell culture technology" developed by Invitron and majority stock holder Monsanto, as well as Invitron's 48,000 square foot mammalian cell culture manufacturing plant and leased lab and office space in St. Louis. A March meeting is anticipated for Invitron shareholders to consider the transaction. Monsanto, which owns 58% of Invitron's stock, has indicated it will support the deal. Until shareholder approval is formally obtained, Centocor will operate the company under an interim agreement. Centocor has offered immediate employment to virtually all Invitron employees except upper management. At closing, Centocor will pay Monsanto $2.8 mil. for Invitron's $16 mil. in notes and debentures, while Invitron will receive $3.2 mil. for the St. Louis assets. Invitron is buying out Monsanto's share in the company for $100,000. It is unclear how the deal will affect Invitron's supply and R&D arrangement with NeoRx ("The Pink Sheet" Nov. 19, T&G-8). Invitron submitted a PLA/ELA in February on the cell culture, purification and testing procedures used to produce NR-LU-10, the monoclonal antibody used in NeoRx' Oncotrac small cell lung cancer imaging kit. Invitron says that the regulatory filings would probably be transferred to Centocor under the acquisition. Invitron is in preliminary discussions to finance the continued development or disposition of the assets it retains, including three proprietary technologies in development at its Redwood City, California, leased facility: human immunomodulatory lectin, potentially useful for immunosuppressant effects; protease nexin I, studied for use in wound healing and as a potential thrombotic; and bactericidal permeability increasing factor. Centocor may be considering additional acquisitions. The company has filed a $100 mil. convertible subordinated note offering to finance launch of the drug Centoxin, and to fund continued development of other pharmaceuticals, and for acquisitions. A spokesperson for the company noted that many attractive opportunities currently exist in the biotechnology area, and that the company remains interested if it finds another opportunity that fits its strategy. Separately, Centocor said it intends to purchase its limited partnerships to reacquire commercial rights to several pharmaceutical products, including Centoxin. The option to purchase Centocor Cardiovascular Imaging Partners is exercisable in early 1991 and Centocor Partners II can be purchased in early 1992. Centocor will take a $99 mil. charge to fourth quarter earnings to cover the purchase.